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2 weeks ago | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
In this en banc decision, the Delaware Supreme Court answered a certified question from the United States Court of Appeals for the Seventh Circuit concerning whether the employee choice doctrine (under which courts do not review forfeiture-for-competition provisions for reasonableness so long as the employee voluntarily terminated their employment) applies outside of the limited partnership context.
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2 weeks ago | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
After a Delaware corporation issued a proxy statement and told the stockholders that an amendment to increase its authorized shares of common stock required only a majority-of-the votes-cast, a plaintiff stockholder sought to enjoin the company from proceeding on the ground that the amendment required a majority-of-the-outstanding-shares-entitled-to-vote. The only issue was the voting standard. The relevant charter provision provided that “The number of authorized shares of Common Stock . . .
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1 month ago | 
jdsupra.com | Albert Carroll |Sarah Ennis |Lewis H. Lazarus
The board of a Delaware corporation recommended that the corporation reincorporate as a Nevada corporation subject to a majority vote under Section 266 of the Delaware General Corporation Law. A stockholder filed an action alleging that the conversion was subject to a supermajority 66 2/3% vote pursuant to a provision – Article X – of the corporation’s certificate of incorporation that required such a vote “to amend or repeal, or adopt any provision” of the certificate.
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1 month ago | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
The Court of Chancery in this stockholder class action refused to award attorneys’ fees where the Court found the plaintiff proved at trial that the controller breached his fiduciary duties in a self-dealing merger transaction, but the Court but also found the plaintiff failed to prove damages.
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2 months ago | 
jdsupra.com | Albert Carroll |Sarah Ennis |Lewis H. Lazarus
In affirming the Court of Chancery’s determination in a Section 225 action that Timothy Pohl (“Pohl”) was the sole director and officer of a Delaware corporation, the Delaware Supreme Court rejected Appellants’ argument that the forum selection clause of a pertinent credit agreement (“Agreement”) bound Pohl, a non-signatory.
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Feb 26, 2025 | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
In deciding limited cross motions for summary judgment, the Court of Chancery held that the absolute litigation privilege did not preclude the repurchase of a member’s interest where the right to repurchase was allegedly triggered by a violation of a non-disparagement clause in the parties’ LLC agreement.
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Feb 6, 2025 | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
In this post-trial decision, the Court found specific performance was the appropriate remedy for a breach of a stockholder’s preemptive rights provision where the parties’ Securities Purchase Agreement specified that remedy. The Court cited Delaware’s “strong contractarian policies” in holding that specific performance would place the parties closest to where they would have been had the defendant performed in accordance with the contract.
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Dec 10, 2024 | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
McMillan v. Nelson, C.A. 2024-0016-KSJM (Del. Ch. July 5, 2024)In a dispute over the management of Prince Legacy, LLC, an entity formed to manage assets from the estate of the late musician Prince, the Court of Chancery enforced the plain language of an LLC agreement to deny Non-Managing Members’ attempt to remove the Managing Members. The Court held that the plain language of the agreement gave the Non-Managing Members veto rights over certain actions, but not the power to initiate them.
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Oct 31, 2024 | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
Leon v. Orlando, C.A. No. 2024-0311-LWW (Del. Ch. June 5, 2024)In an action to determine the rightful manager of a Delaware limited liability company (“the Company”), the Court of Chancery required plaintiff to post a bond to maintain a status quo order that restricts the Company’s transfer of certain shares of stock pending a final determination of who rightfully controls the Company.
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Oct 31, 2024 | 
jdsupra.com | Sarah Ennis |Lewis H. Lazarus
Trifecta Multimedia Holdings Inc. v. WCG Clinical Services, C.A. No. 2023-0699-JTL (Del. Ch. June 10, 2024)Sophisticated parties frequently include “anti-reliance” clauses in their transaction agreements, whereby one or both parties expressly disclaim reliance on representations made outside of the agreement.
